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2009-03-02 07:20:00 CET 2009-03-02 07:20:05 CET REGULATED INFORMATION Pohjola Pankki Oyj - Notice to general meetingNotice of Pohjola Banks plc's annual general meetingPohjola Bank plc COMPANY RELEASE Release category: Notice to convene annual general meeting 2 Mars 2009 at 8.20 am Finnish Time (GMT+2) Notice of Pohjola Banks plc's annual general meeting Notice is hereby given that Pohjola Bank plc's Annual General Meeting (AGM) will be held in the Congress Wing of the Helsinki Fair Centre, Rautatieläisenkatu 3, Helsinki (Eastern Pasila) on Friday, 27 March 2009, starting at 2.00 pm. The venue's location and travel information can be found on the Helsinki Fair Centre's website at www.finnexpo.fi (Location and Travel information). The venue will be open to shareholders registered for the Meeting from 12.45 pm and tea and coffee will be available in the reception area before the meeting. A. Items on the AGM's agenda The AGM will consider the following matters: 1. Opening of the Meeting 2. Calling the Meeting to order 3. Election of persons checking the minutes and supervising vote counting 4. Legality of Meeting 5. Recording of those present and confirmation of the list of votes 6. Presentation of the Financial Statements, the Report by the Board of Directors and the Auditors' Report for 2008 - President and CEO's review 7. Adoption of the Financial Statements 8. Decision on disposal of profit shown on the balance sheet and dividend distribution The Board of Directors proposes to the AGM that a per-share dividend of EUR 0.23 be paid on Series A shares and EUR 0.20 on Series K shares for the financial year that ended on 31 December 2008. Dividends will be paid to shareholders who have been entered in the Company's Shareholder Register, maintained by Euroclear Finland Ltd (formerly Finnish Central Securities Depository Ltd), by the dividend record date on 1 April 2009. The Board of Directors proposes that the dividend payment date be 9 April 2009. 9. Decision on discharge from liability of the members of the Board of Directors and the President and CEO 10. Decision on emoluments payable to the Board of Directors With approximately 57% of votes conferred by the shares of Pohjola Bank plc, OP-Pohjola Group Central Cooperative has announced that it will propose to the AGM that monthly Board emoluments be as follows: EUR 7,000 payable to the Chairman, EUR 5,000 payable to the Vice Chairman and EUR 4,000 payable to other Board members. These monthly Board emoluments are treated as pensionable salary, in accordance with the proposal. In addition, the proposed attendance allowance is EUR 500 per Board meeting and Committee meeting. It is proposed that daily allowances and compensation for travel expenses be payable in accordance with the Group's Travel Expenses Regulations. The emoluments are equivalent to those decided by the AGM in 2008. 11. Decision on the number of members of the Board of Directors In accordance with the Articles of Association, the Chairman of OP-Pohjola Group Central Cooperative's Executive Board acts as the Chairman of the Company's Board of Directors and the Vice Chairman of OP-Pohjola Group Central Cooperative's Executive Board acts as the Vice Chairman of the Board of Directors, and the Board comprises a minimum of three (3) and a maximum of six (6) other members elected by the AGM. OP-Pohjola Group Central Cooperative has announced that it will propose to the AGM that the Board of Directors comprise eight members. Currently, the Board of Directors has eight members. 12. Election of members of the Board of Directors OP-Pohjola Group Central Cooperative has announced that it will propose to the AGM that Managing Director Merja Auvinen, President and CEO Jukka Hienonen, Deputy Managing Director Simo Kauppi, Professor Satu Lähteenmäki, President and CEO Markku Vesterinen and Tom von Weymarn be elected to the Board of Directors, in accordance with their consent. Of those proposed, Jukka Hienonen is not a member of the current Board of Directors. Personal details on the Board nominees are available at www.pohjola.fi. The Board members' term of office terminates upon the closing of the AGM following their election. In addition, the Board of Directors has a Chairman, Reijo Karhinen, Executive Chairman of OP-Pohjola Group, who chairs the Executive Board of the central institution of the amalgamation of the cooperative banks as referred to in Section 3 of the Act on Cooperative Banks and Other Cooperative Credit Institutions, and a Vice Chairman, Tony Vepsäläinen, Vice Chairman of the Executive Board of the Central Cooperative and President, who acts as the Vice Chairman of said central institution by virtue of Article 12 of the Company's Articles of Association. 13. Decision on auditors' remuneration OP-Pohjola Group Central Cooperative has announced that it will propose to the AGM that auditors' remuneration be paid based on a reasonable invoiced amount. 14. Election of auditors OP-Pohjola Group Central Cooperative has announced that it will propose to the AGM that KPMG Oy Ab, a firm of authorised public accountants, be elected the Company's auditor, in accordance with its consent, with the term of office terminating upon the closing of the AGM following its election. 15. Authorisation given to the Board of Directors to decide on a share issue and on granting stock options and other special rights entitling to Company shares The Board of Directors proposes that the AGM authorise the Board of Directors to resolve on one or more share issues against payment and/or on granting stock options or other special rights as referred to in chapter 10, section 1 of the Finnish Companies Act (624/2006, as amended). On 12 February 2009, the Company announced its intention to proceed with a rights offering of approximately EUR 300 million, which the Board of Directors aims to execute during spring 2009, in view of market conditions and within the scope of this authorisation being proposed to the AGM. It is proposed that this authorisation be exercised for the purpose of strengthening the Company's capital structure and for the Company to be able to pursue various business opportunities. The total number of new Series A shares and Series K shares to be subscribed in a share issue and/or by virtue of stock options or other special rights may not exceed 235,400,000 and 64,600,000, respectively. It is proposed that the authorisation contain the right of resolving on the terms and conditions of a share issue, stock options and special rights, and on matters relating to these measures. According to the proposal, the Board of Directors also has the right to determine whether the subscription price is to be entered in full or in part in the Company's reserve for invested non-restricted equity or share capital. It is proposed that the authorisation be effective until the closing of the following AGM. In its authorisation proposal, the Board of Directors has taken account of the current market conditions and may therefore decrease, where necessary, before the AGM the proposed number of shares to be issued pursuant to the authorisation. This enables the Board of Directors to monitor market conditions until the AGM and determine the size of the proposed authorisation based on the circumstances prevailing at the time of the AGM. Should the Board of Directors revise its proposal, the revised proposal will be published as a company release before the opening of the AGM, at the latest. Shareholders representing more than two-thirds of the total number of votes conferred by the Company's shares have announced their support for the Board of Directors' proposal. 16. Closing of the Meeting B. Meeting documents The aforementioned proposal made by the Board of Directors and this Notice of Annual General Meeting are available at www.pohjola.fi. Pohjola Bank plc's Financial Statements, Report by the Board of Directors and Auditors' Report will be available on the Company's website on or about 6 March 2009. The documents will also be available at the AGM, and copies thereof will be sent to shareholders upon request. The Review presented by the President and CEO at the AGM will be available on the Company's website after the AGM. The Minutes of the AGM will be available on the Company's website on 9 April 2009 at the latest. C. Instructions for AGM attendants 1. Right to attend the AGM and registration for the AGM The AGM will be open to all shareholders registered on the record date for the AGM, 17 March 2008, in the Company's Shareholder Register, maintained by Euroclear Finland Ltd. A shareholder whose shares have been entered in his personal book-entry securities account is listed on the Company's Shareholder Register. Shareholders wishing to attend the AGM must inform the Company thereof no later than 4.00 pm on Thursday, 19 March 2009. Shareholders may register for the AGM: - on the Company's website at www.pohjola.fi; - by telephone, +358 (0)10 252 2900, Mon.-Fri. from 9.00 am until 4.00 pm; - by email pohjolayk@pohjola.fi; - by fax, +358 (0)10 252 2503; or - by letter, Pohjola Bank plc, Legal Affairs/TeC5, Riina Hero, P.O. Box 308, FI-00013 Pohjola. The registration, including the shareholder's name, date of birth or business ID, the name of any proxy or assistant and the name and telephone number or email address of the person performing the registration, must arrive at the Company by the abovementioned deadline. These personal details will be used only in connection with the AGM and any related necessary handling of registrations. A shareholder present at the AGM has the right to present questions about matters discussed at the Meeting, in accordance with Chapter 5, Section 25 of the Companies Act. 2. Proxy and power of attorney A shareholder may use a proxy to exercise his rights at the AGM. A shareholder's proxy must present a dated power of attorney or prove otherwise in a reliable manner that he is authorised to represent the shareholder. For the purpose of facilitating arrangements for the AGM, any powers of attorney should be sent in the aforementioned manner by mail or fax by the deadline for registration stated above. A power of attorney template (Valtakirjamalli) is available at www.pohjola.fi. 3. Holder of nominee-registered shares A holder of nominee-registered shares wishing to attend the AGM must be entered in the Company's Shareholder Register on the record date for the AGM, 17 March 2009. A holder of nominee-registered shares should ask his asset manager for the necessary instructions relating to registration in the Shareholder Register, the issue of powers of attorney and registration for the AGM. Further information on the related matters can be found at www.pohjola.fi. 4. Other instructions and information On the date of Notice of the Annual General Meeting, the number of Company shares totals 203,350,900, Series A shares and Series K shares numbering 159,564,128 and 43,786,772, respectively. On the same date, the votes conferred by Company shares totals 378,497,988, the votes conferred by Series A shares and Series K shares totalling 159,564,128 and 218,933,860, respectively. Helsinki, 2 March 2009 Pohjola Bank plc Board of Directors Pohjola Bank plc Markku Koponen For further information, please contact: Markku Koponen, Senior Vice President (Corporate Communications), tel. +358 (0)10 252 2648 Distribution NASDAQ OMX Helsinki London Stock Exchange SWX Swiss Exchange Major media www.pohjola.fi, www.op.fi |
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